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In Nevada, “piercing the corporate veil” is now the subject of a statute, NRS 78.747. Under section 2 of this statute, to establish an “alter ego,” three things must be proven:trivago flight
a. The corporation is influenced and governed by the stockholder, director or officer;airline ticket
b. There is such unity of interest and ownership that the corporation and the stockholder, director or officer are inseparable from each other; andall-inclusive vacation packages
c. Adherence to the corporate fiction of a separate entity would sanction fraud or promote a manifest injustice.cheap tickets
This statute is a codification of the test enunciated in prior case law. See, e.g., Ecklund v. Nevada Wholesale Lumber Co., 93 Nev. 196, 562 P.2d 479 (1977), where it was also held that all three elements must be proven to pierce the corporate veil. In any case, as the Court stated in Baer v. Amos J Walker, Inc., 85 Nev. 219, 220, 452 P.2d 916, 916 (1969), “The corporate cloak is not lightly thrown aside.”cheap tickets
Turning to other relevant considerations, in North Arlington Medical Building, Inc. v. Sanchez Construction Co., 86 Nev. 515, 471 P.2d 240 (1970), where this Court listed, in footnote 3 to its opinion, some 22 factors tending to establish the second element of NRS 78.747(2). In Polaris, however, this Court noted that ”

The impact for a drug conviction can be severe for misdemeanor and felony offenses in Nevada. With the widespread use of background checks, a conviction can shut many doors for future employment opportunities.best travel websites
Certain fields may be especially thorough with background checks and will disqualify individuals with drug convictions. This includes many healthcare fields, law enforcement agencies, and other government bodies. Given what is at stake, it is important to understand the Nevada drug laws, even if you are being represented by a defense attorney.spirit airlines
Currently, Nevada laws strictly penal individuals arrested for possession, manufacturing, cultivation and trafficking of illegal drugs. Commonly used drugs in this list include cocaine, heroin, opium, LSD, ecstasy and a variety of other narcotics.southwest airlines
Chapter 453 of the Nevada Controlled Substances Act defines the schedule of drugs, allowances and penalties in the state. Some of the defined offsets are:

NRS 453.316 – Maintaining a place for unlawful sale, gift or use of a controlled substance

Penalties for drug crimes in Nevada can vary, depending on the specific criminal liability, circumstances of the arrest, amount of illegal drugs involved, previous criminal history of the alleged offender, and strength of the defense or prosecution of case. Under Nevada’s Controlled Substances act, the most common offenses may be punished as follows:continental airlines official siteDrug Possession, Not For Sale

Class E Felony (1st or 2nd offense, schedule I, II, III, or IV ) – 1 to 4 years in state prison or probation and / or up to $ 5,000 in fines

Class D Felony (3rd or subsidiary offense, schedule I, II, III, or IV) – between 1 and 4 years in state prison and / or up to $ 5,000 in fines

Class E Felony (1st offense, schedule V) – between 1 and 4 years in prison or probation and / or fines up to $ 5,000

Class D Felony (2nd or subsequent offense, schedule V) – 1 to 4 years in Nevada state prison and / or up to $ 5,000 in fines

Unlawful Possession of Schedule I or II Drugs,Rohypnol, orGHB

1st offense, category D felony – 1 to 4 years in state prison and / or up to $ 5,000 in fines

2nd oath, category C felony – between 1 and 4 non-probational years in Nevada state prison and / or up to $ 10,000 of fines

3rd or subsidiary oath, category B felony – punished by 3 to 15 non-probational years in state prison and / or a fine of up to $ 20,000 for each indemnity

Unlawful Possession for Sale of Schedule III, IV, or V Drugs

1st and second offense, category D felony – punished by 1 to 4 non-probational years in state prison and / or up to $ 10,000 in fines

3rd or subsequent indemnity, category C felony – can be punished by 1 to 5 non-probational years in Nevada state prison and / or up to $ 10,000 in fines

Drug Trafficking (Schedule I)

Category B Felony (between 4 and 14 grams) – Punishable by 1 to 6 non-probational (mandatory prison) years in Nevada State Prison and / or up to $ 50,000 in fines

Category B Felony (between 14 and 28 grams) – Punishable by 2 to 15 non-probational (mandatory prison) years in Nevada State Prison and / or up to $ 100,000 in fines

Category A Felony (28 grams or more) – Punishable by 25 non-probational (mandatory prison) years to life and a fine of up to $ 500,000

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However, Nevada has surprisingly moved to a certain level of acceptance concerning marijuana, along with many other states in the country. Nevada decriminalized the use of medical marijuana in 2001 when 65% of the state’s voters moved to amend the state’s constitution to recognize its legitimate use in a medical capacity. However, to remain in compliance with the state law, medical marijuana users must have documented permission from a physician.frontier airlines official site
Once registered with the Nevada Department of Health and Human Services: State Health Division, the individual can use, possess and grow marijuana to a certain extent (up to 1 ounce possession and up to 7 plants cultivated, only 3 of which can be mature) . Note that Nevada has not decriminalized the use of marijuana for the general population like other states such as California, Connecticut and Mississippi have.allegiantair.com flights
Currently there are several legal battles going on regarding the medical marijuana laws and how people can obtain medical marijuana. As the law stands today a person must produce their own medical marijuana to legally obtain medical marijuana. A person can not get it from a centralized location like a dispensary. Furthermore, even though the State of Nevada has approved the use of medical marijuana, the Federal government has not, and is starting to invoke Federal Law against those people using and growing medical marijuana. Be aware that even though you might be following State laws you can be arrested and convicted for violating Federal laws.united reservations
Possession of marijuana by non-approved medical users is still a serious criminal offense. Under Nevada’s Controlled Substances Act, possession of non-medical marijuana indemnity can result in the following punishments:

3rd offense, gross misdemeanor – Up to 1 year in county jail and / or up to $ 2000 in fines

4th or subsidiary oath, category E felony – between 1 and 4 years in state prison or probation and / or a fine up to $ 5,000

It’s important to remember that an arrest for a drug-related crime does not necessarily mean a conviction will follow, regardless if the individual was charged with a misdemeanor or felony offense. If you have a defense attorney experienced in Nevada drug cases, he or she can use many of the details surrounding the case to your benefit. This can include improper search and investigation procedure, lack of probable cause to make a stop (in cases of vehicular arrests), constitutional right violations, competency of witnesses, and other miscellaneous facts.

Pleading guilty to a drug crime does not necessarily mean the defender will receive a lighter sentence. Many individuals facing this situation also find it beneficial to retain an attorney from the moment of arrest, regardless of their state of innocence. Prosecution and law enforcement officials do not have the best interests of the accused in mind and details may be overlooked in their pursuit of justice. It is in your best interest to consult with a Nevada defense attorney about your legal options.

Declared a National Historic Landmark in 1961, Virginia City is one of the oldest establishments in Nevada. In 1859, the Comstock Lode silver strike resulted in Virginia City becoming a mining boomtown that eventually grew into a thriving metropolis. By the end of the nineteenth century, much of the mining was disbanded and the population quickly declined, causing the town’s prosperity to abate and destined the flourishing city to become a mining ghost town. Although its boom days are over, the historical town remains as it was in its original state during the peak mining days of the 1870’s. With its authentic preservation and enriching history, Virginia City is presently a tourist attraction that draws over two million visitors each year.

Although the Grosh brothers and Henry Comstock all had a stake in the claim, credit for the discovery at Gold Canyon is disputed, and legend has it that James Fennimore, also known as James “Old Virginny” Finney, was the discoverer of the Comstock Lode silver strike of 1859, which was the first significant United States unearthing of silver ore. Once the gold and silver strike was made public, prospectors journeyed from far and wide to the eastern slope of Mount Davidson hastening to stake their claims. Mount Davidson is the highest peak in the Virginia Range and forms the backdrop of Virginia City.

Located along State Route 341 in northwestern Nevada, Virginia City lies east of Lake Tahoe and is in close proximity to Carson City, Nevada’s state capitol. At one time, the population of the city increased to as many as 30,000 people, including the small surrounding towns of Gold Hill and Silver City. This growth occurred during the height of the “Big Bonanza”, the Mother Lode of the 1870’s when millions of dollars of gold and silver ore were being extracted from mine shafts at depths exceeding 3,000 feet.

In 1875, much of Virginia City was destroyed by the “Great Fire”. However, because of the affluence of the mining industry, the town was quickly rebuilt in approximately eighteen months, and the hotels, opera houses, banks and other merchant businesses were once again restored and put back in operation.

Instant wealth was acquired for many inhabitants during the boisterous gold and silver mining times of the town, but when the Comstock Lode epoch dissipated at the latter part of the nineteenth century, the population declined sharply, indicating the boom age of the once prosperous town had come to an end. By the mid 1950’s, Virginia City’s population had fallen to approximately 500 people.

Presently, the population has risen to about 1200 people, and although the mining activity is minimal, the economic base of this historic town has shifted to tourism, bolstering over two million visitors each year. The preservation of the buildings and artifacts provide visitors with an unadulterated Victorian-era experience, and with today’s overwhelming tourist interest, it has enabled Virginia City to thrive again as it once did in the explosive days of the 1800’s.

Because of the great prosperity that was obtained during the bustling years of the Comstock Lode silver strike, Virginia City was called “The Richest Place on Earth”. Although the presence of gold and silver has diminished in the hills of this famous ghost town, Virginia City still remains rich in history and folklore. The present-day historic saloons, underground mines, regal mansions and cemeteries all offer a glimpse of the town’s momentous past. With such renown and magnetism, this historic landmark lures visitors unlike any other, exemplifying that Virginia City has rightly earned its place in history.

It has been several years of daught in California and Nevada. Crops are withering, lakes and rivers have dwindled, and the water aquifer level is dropping. We depend on water for so many things – drinking, cooking, bathing, watering crops, recreation, and so much more. Land without water is discharged up; people without water can not endure. Water is life. So imagine my delight when the weather forecasters hit it right and rain and later snow began falling like mad. It started last evening with a sudden whosh and then a pause, and then it waltzed in again and is refusing to stop. Glorious, wonderful, enriching water is pounding the earth and my soul.

My morning began with a pre-dawn run in the rain. While some might hesitate to wander out into a shower, I looked forward to it with great anticipation. Refreshing, clean, and tingling with rebirth, a rain is incredible for building the spirit and exciting the mind. Jumping puddles and avoiding potential spills on corners, the miles reeled in in delight. Although soaking wet by the end, I had been revitalized by the joyous droplets that covered me. After all, wet dries, a warm shower warms, and fresh clothing soothes.

With a speedy glance at the weather report I noted that rain was expected from the coast of California to the Nevada-Utah border and beyond with potential snowfall in the mountains. Would not you know that this was the day I needed to travel to Lake Tahoe for a 2-day presentation? But as an adventurous driver and possessing an undaunted spirit, I checked for chains in the car, bookmarked my phone for Nevada road reports, and headed down the highway. The rain fell for the next 200 miles, alternating between drizzle and monsoon as severe pools bordered the highway with flooding possibilities awaiting. But with rain so needed, how could I complain or even consider staying at home when the road and duty called.

The last few miles as I ascended Spooner Summit the temperature dropped and snowflakes began to swirl. I kept an eye out for the highway patrol as well as someone to assist me with my chains. It is not that I do not know how to put chains on, but in fancy dress and shoes a walling did not seem like a good idea. I decided to save that for later. Law enforcement and chain installers failed to materialize and so I ventured on following the snowplow's wake, reaching the hotel just as the snow really started to stick. Covered with flakes and dripping just a bit, I unloaded and headed for the assigned room to prepare for my talk on dementia, pain and anger management, and agitation and how the right music can quell these for a time. This is a magical topic to be delivered under the magical condition of snow

As I wait for the audience I am enjoying the lovely view of snow falling on pine trees, covering the earth, cars, and passersby. Is there anything more Invigorating than this? The weather is supposed to break this evening and roads are expected to clear. That will be nice for my afternoon return route tomorrow, but for now I am enjoying the beauty of the moment with visions of snow angels circulating through my thoughts. Snow and rain can be addictive.

With world class dining, entertainment, shopping and attractions, Sin City is at the top of almost everyone's travel list. Whether you plan to stay for a week or a weekend, make sure you have your trip planned well before you touch down in Nevada with some great tips.

Take some time to talk with your fellow travelers and come up with a tentative itinerary that you can all agree on to make the trip one to remember.

You first order of business should be booking a hotel room. Keep in mind staying Sunday through Thursday will be less expensive than the weekend, so if your time permits you can plan accordingly. Booking at least 30 das in advanced will probably get you a better deal. Once you've found your hotel room you can start looking into flight deals. There are a variety of discount airlines that fly daily to Vegas from most large cities, and if you do not mind stopovers you can probably save on your airfare.

Once you arrive in Vegas there are several options for getting to your hotel. Shuttle buses are the cheapest bed, averaging $ 5 to $ 7 per person, but be aware that it could take up to an hour until you finally arrive at your stop. A taxi or limousine on the other hand will run from about $ 15 to $ 65. Public transportation is also available in the form of monorail lines, bus and trolley service which are a prefect way to get around on the cheap.

You can also stay entertained for free in Vegas with a number of attractions like the fountains of Bellagio, the volcano at the Mirage, lions at MGM and a free circus performance at Circus Circus.

While you're spending your time taking in the fun of the Vegas strip, make sure you keep a few things with you. The sun is quite strong in Nevada so be sure to pack a good pair of sunglasses no matter what time of the year you are visiting. The strong desert sun is also known to dehydrate tourists, so be sure to drink lots of water. Hotels and casinos will take advantage of thirsty travelers with expensive water bottles, but if you stock up at a drugstore and keep the bottles in your hotel room you can avoid inflated prices. Comfortable shoes, a hat and sunscreen are also a good idea any time of the year. Do not forget you are in the middle of the Mohave Desert after all!

Above all else have a budget before you leave. Las Vegas is full of incredible things to see and do, but you will not want to come back regretting all of your frivolous spending. Take into consideration the amount of days you will be there to ensure you will have enough to cover all of your meals, transportation, as well as budgeting in whatever forms of entertainment you will be taking advantage of while on vacation. Decide what you are willing to spend the most money on during your stay and then budget all of your other necessities accordingly.

Boundary, located on the Nevada-California border, is Nevada's highest peak at over 13,000 feet. After summiting Mount Wheeler, the second highest peak, it has been calling my husband and me to climb to its tip. Since we exercise daily including jogging several miles, eating well, and maintaining a good weight, we had prepared in advance for this challenge. We also possess possession minds of determination and curiosity, both essential when planning such an excursion. We love to camp so have good gear at the ready, and being retired, we have the time for adventure.

We headed southwest of our home driving about 300 miles to the base of Boundary at Trail Creek in Esmeralda County. The last 15 miles are dirt that begins by winding through beautiful, cabin-like though large, homes. This seems odd since we are miles from any town. Yes, the view is fantastic, but convenience is not included in this package. Next we drive along the creek through sagebrush, willows, and later quaking aspen and pinion pines. A large pond and rustic campsites appeared, rustic depicting pull-offs with occasional rock-lined fire pits. We drve a little further to the trailhead and since we were the lone hikers, we camped there for the night to be ready for an early morning launch. The hiking book details this as "strenuous", 8-miles round-trip. I found it to be average at the outside and then the final two miles exhausting and three ticks beyond strenuous and my pedometer said 9.5 miles when we finished – just so you know.

The trailhead begins with a warning about black bears and that seems surprising for this rough area but it added a wary eye to our climb. The trail follows the stream requiring only one small leaping crossing for about two-and-a-half miles with sagebrush, willows, quakies, and terrible pinions. I was glad to have sturdy hiking boots, heavy socks, and long pants to protect my feet and legs as we strolled through this lovely and silent paradise with just a few bird tweets along the route. We also wore multiple layers as the start of the hike was 80 * at 6:30 am and the end would be far cooler and I predicted very windy. My eyes glanced upward toward the saddles trying to determine which one would be our ascent and final steps to the top. Just when I settled on the one straight ahead the trail jogged left and a rocky trail led forward. It is well marked which results stress but there were few boot marks to indicate other travelers. Its isolation keeps Boundary fairly private.

After about a half mile of "gentle" rocks, the trail turns right and the ultimate saddle and peak goal looms ahead. The trail becomes much steeper and many water and snack breaks are necessary as well as leg and heart rest. We transported two gallons of water, a sound recommendation for a hearty hike in hot weather. It is a wild scramble but the top consistently beckons, appearing closer with each step and seeming further away at each rest. When we hit snow we knew we were near our goal and our last steps led us to the top of the saddle with tremendous views of the Sierras far to the west and the ranges of Nevada far to the east. The climb had taken us three and a half hours.

The wind hinded at this point and another coat and snug tie-down hood bundled me up. Drifted snow marked the way to the top, another 1,000 feet away. The siren sounded but wisdom preceded the potential slip-sliding scale. Plus our dog, a stout, strong German shorthair signaled that he had had enough. About that time our sunny day transformed into storm clouds and so we decided it safer to head back to camp. I was sad not to stand on the tippy-top, but decided that 12,069 'would have to serve as enough.

Ascending is always easier than descending for me, not the tiredness part, but the constant caution and muscle tightening needed to prevent a fall and the toe curling I do during downward slides. The beginning of the way down is made up of granite stones and sand so each step also possessed slipping making the trip faster. At a rest stop I peered upward again so find the peak enveloped in black clouds and felt the harsh wind lifting up from the valley below, racing toward the top. Within 90 minutes we were back to the creek and another hour had us at the pickup, exhausted but exhilarated. We rustled up cheese, crackers, peanut butter and jelly, bread and more water for our post-hike lunch. The hike proved to be a great accomplishment and despite during the last steps of the step climbs upward a flash of "Crazy!" had dashed through my mind, as we drove back to Highway 6 we were already planning out next outing.

Grass Valley is nestled in California’s northwest region and is the largest city in Nevada County. If the territory seems familiar it may be because of the famous days of the Gold Rush when people from all over the world tried their luck at finding their fortunes. Situated in the western foothills of the Sierra Nevada mountains, the area was once home to hundreds who came from England– Cornwall to be exact in an effort to parlay their tin mining experience into a gold mining windfall.

The city is still home to the famous Empire Mine and the North Star Mine, both tourist attractions today and in their heyday two of the richest mines in the state. They are steeped in history and the Empire Mine has now turned into a state park, complete with artifacts, exhibits, history and English style cottage and gardens that guests can explore at will. Likewise, the North Star Powerhouse Mining Museum is open to the public complete with costumed docents and tours available to watch the history come to life as most of the machinery is still in good working order.

Because so many of townsfolk were made up of English people during the 1800’s Gold Rush, the city today still has a lot of strong ties to England and her customs. There are annual festivals and of course plenty of English style food for visitors to enjoy. Bourne Cottage is another tourist attraction in town that is a former residence for mine owners which has been left in its original state. It sits amid lovely English gardens with paths and walks to take to really step back in time to a simpler time in our history, one without cell phones and the internet and with the expectation that the next find would make you a millionaire.

The area is also home to lovely scenery and natural beauty that can be seen through the many walks, tours and parks in the area. It is a quiet city that has one hand in the past while being a destination for many throughout the year. Most people who now reside in the city either work in retail or tourism industries and keep the memories of the Gold Rush alive and well.

Not all of the miners who rushed to Grass Valley California made their millions, but they left us with memories that today has turned into history for all to enjoy.

Do you know what? I've got something to tell you. Most of my friends have just come off of making a lot of money in the real estate market and I did not get in on it at all. But all that's about to change for both me and you. The last ten years have seen house prices go from affordable to sky high in more markets than I care to name (California, we're looking at you). In fact, with the recent high priced shake out, there is no better time than now to learn about what real estate school can do for both you and your career. Heck, with all the money flowing both in and out of the real estate market every day, there's bound to be a place for you.

1) Look for credentials. You'll see them around if you look hard enough "You can buy a real estate license. Today, special price for you $ 299. Just send the check to this agent in the British Virgin Islands." There are more scams out there than I can shake a stick at and these people will be more than happy to take your money from you. We've all seen 'em. Stick with a school that looks reputable and you should be all set.

2) Decide if it's worth the investment. Are you looking to do this as a career or are you looking to do this as a part time job. I do not know about you, but I have not seen too many things that I'd classify as actually being part time. Most everything takes time energy and will power to put into it. If you are really gonna drop the money in something like this, make sure it's what you really want to do. Like everything else, it might be years before you see any real money out of it, so make sure it's for you.

3) Be realistic. Do you live in Nevada? If so, get licensed in Nevada, not Kansas. You've been surprised how many people are looking for real estate schools in states in which they do not hide because they are thinking of moving there. Do it once, pass the exam, and start your career in real estate in the state where you live. It's that simple.

This is just the tip of the iceberg! We've got a lot more where this came from. Stop by our real estate school site today to take a look at the different types of real estate school resources, articles, and information.

Spinal adjustments and preventive chiropractic care is not just for two-legged mammals. Animal chiropractic wellness is a fast-growing cottage industry-must to the chagrin of some veterinary groups, which are trying to prevent seminaries of the topic from taking place.

For example, in 1995 chiropractor Daniel Kamen held his first animal chiropractic technique seminar that was open to the general public as well as licensed chiropractors and veterinarians. It sold out. And so did the next. Since then, he has connected more than 400 seminars and written three bestselling books on the subject: The Well Adjusted Dog, The Well Adjusted Horse, and The Well Adjusted Cat. However, several states have banned Kamen from speaking on the basis it was considering a violation of veterinary laws because he was teaching non-professionals to adjust or manipulate their pets.

The states prohibiting vitamins on animal chiropractic treatments include Arkansas, Georgia, Louisiana, Minnesota, Nevada, Ohio, Oklahoma, and Washington. Nevada went so far as even threatening legal action if the chiropractor did not remove seminar announcements from his website.

Kamen believes it all boils down one thing, and that's not concern for the animals-it's all about money. He believes vets are worried patients will opt against expensive hip dysplasia surgery, which can cost as much as $ 5,000, if pet owners can manage the condition on their own through chiropractic techniques.

Kane also shows owners how chiropractic manipulation can help Fido better control his bladder. He claims it takes just four minutes a day and can help prevent in-house accidents. Horse owners have also become devoted followers of Kamen's tips on keeping horses flexible and physically well-adjusted. He says thoroughbred trainers and barrel racers have embroidered his pre-race adjusting treatments that Kamen states can both increase efficiency and reduce run times.

Now retired, Kamen only holds one seminar a year, which attract attendees from all over the world. He recalls the time a Saudi Arabian prince once flew his personal chiropractor to a seminar in Philadelphia so he could learn how to adjust the prince's prized Arabs.

The animal chiropractic field has advanced to where there is a national veterinary chiropractic association that certifies practitioners. However, currently there are still less than 200 professional animal chiropractors nationwide who work full time at the specialty. And not surprisingly, most veterinary boards have shut out human chiropractors who are also certified in animal chiropractic.

Kamen believed his sins are so popular because pet owners are frustrated with trying to find chiropractic care for their household pets or show horses that suffered from neck, back, and leg pain. So now, they just have to go to the store store and get one of Kamen's books.

Bryan and Tom, two single lawyers from New York City go to Reno, Nevada for a business trip. Tom was a Christian who went to church every Sunday; however, Bryan lived a bit on the wild side, enjoying parties and women. At the end of their trip, Tom invited Brian to go to a church with him. Brian was reluctant at first, but after thinking it over he decided to go anyway.

“I didn’t think Reno had any churches. I thought all Nevada offered was strip joints and casinos,” Bryan laughed.

“You’ll see. I’m sure there is a number of churches. I’m Baptist, so I thought we’d go to one to see how we worship,” Tom replied.

“OK, but you owe me one- if I go to a church service with you, you’re coming to a casino with me.”

“Well, that’s a deal,” Tom thought his partner’s offer was fair. He had never been to a casino.

Tom chose a Baptist church and they left to go there the next Sunday morning. When they arrived, a greeter stood smiling at the front, wide door, bid them welcome and gave them programs for the day’s service. As they looked for a seat, Bryan started to fidget. “I don’t feel good about this. I’m not a Christian.”

“Maybe the service will feel more accommodating as the service continues,” Tom said.

“I wonder what the pastor’s like? I don’t want anyone judging me.”

“I’m sure everything will be fine.”

After the service started, uplifting songs were sung and Bible verses were read. Then the minister- a Pastor Michaels got up to face his congregation and welcomed everyone. He was in his late 50’s with graying hair and wore glasses. He stood tall with a firm voice, and said, “Let us pray.” Then he gave a sincere prayer that lasted three minutes. After he asked everyone to be seated, he journeyed up to the pulpit. After roughly twenty minutes of a relatively fiery sermon about all types of sin involving money can lead to a slippery slope to being tormenting eternally in hell. Bryan felt a change overcome him a somewhat warm and fuzzy feeling.

“The service wasn’t so bad after all!” Bryan said. “But you’re still coming with me to a casino tonight.”

Later that afternoon, Bryan searched his computer for a local casino, but there weren’t that many. He chose the Giant Gold Club. They dressed in regular polo shirts and khakis and drove downtown to find the place. It took several passes around the street to find a building with a blazing blue sign which read Giant Gold Club.

After getting out of their car, they approached the door to the club where they were checked for weapons. They each had to pay a $40 cover charge, and then they walked in. Bryan found an automatic slot machine, put some money in and went to work. Tom watched Bryan handle the machine as Bryan explained the game he was playing. Tom learned quickly and found his own machine.

Across the room, Tom spotted a man throwing dice at a long table, smoking a cigar. Tom stared at the man’s face. Then he told Bryan to look at that man.

“Doesn’t that look like that. Pastor Michael from church this morning?” Tom asked him.

Bryan couldn’t keep his eyes off the show but pulled his head around to look at the man having a good time.

“You’ve gotta be kidding me! That’s him! I never forgot his face. That’s the pastor!” Bryan exclaimed as his eyes bulged from his head. “Seems like we got ourselves an immoral minister.”

Tom agreed and stared hard at the man, who was surrounded by lots of women who clung to the man. “Well, Bryan, you were right! Reno isn’t a very moral place after all. This is Satan’s town!” He stormed up at the man and lectured him on his lukewarm ways. The man was so drunk, he just stared at Tom, laughed hard, and said in a firm voice, “Hey! You need to come here more often. You’re the most nervous person here!” Tom walked back to Bryan. He was so angry he wanted to leave. Bryan wanted to stay, but Tom took a cab back to their hotel room. He didn’t get any sleep that night. The first thing he would do the next morning was to drive to the church and have a talk with that “pastor.”

Bryan finally walked in a drunken stupor at 2:30 AM. Tom pretended to be asleep. Bryan just fell on the bed and immediately began snoring loudly. It was just as well since Tom couldn’t get to sleep anyway. Tom got up early that morning at 7 AM. He got dressed and drove to the church at 9 AM. When he arrived he walked into the pastor’s office. He spoke to his secretary and demanded to speak to Pastor Michael.

“He’s not in. May I help you?”

Tom said, “That figures!”

Before the secretary could respond, Pastor Michaels walked in.

“Pastor, this man wants to talk to you.”

“Come into my office… Mister… ?”

“It’s just Tom to you.”

“Why are you so angry?”

“I saw you at that casino last night, having lots of fun.”

“Oh dear! You caught me!” the Pastor laughed.

“What were you doing in the casino?” Tom said raising his voice.

“Relax Tom. That was my reprobate twin brother, John.” Before Tom could say another insulting thing, he stopped.

“Your twin brother?”

“Yeah. I guess you must be from out of town. Everyone knows about me and my “evil” twin. So, I’m sorry you worried about this so much,” he said. “Do you go to church regularly?”

Tom said he went to church every Sunday.

“Well, if you go to church regularly, what were you doing at a casino?”

– "Why should I incorporated? I can just do this business as a sole proprietor, right?"

– "Is not it complicated and expensive to form a corporation?"

– "I run my business with my spouse, and we have a partnership.

These have to be the most frequently asked questions that I – and my own financial and legal advisers – get from our clients. The vast majority of people who operate small business or home-based business are sole proprietors or mom-and-pop shop-type partners. Yet, leading authorities on small business estimate that at least 90% of all small business and home business entrepreneurs would benefit from incorporating and using a corporation as an essential component of their overall business structure.

If this is true, why do so many entrepreneurs elect to operate as sole proprietors and general partners anyway? And why would you be better off incorporating?

The answer to the first question is usually either (1) ignorance of the tremendous risks of operating in this manner or (2) lack of familiarity with corporations and other legal entities and the ease with which they can be established. I should add that if the sole proprietorship is perilous, the partnership is more than twice as bad. This is because the partnership is by default a general partnership, in which each partner is liable for all actions of the company, including decisions made by the other partner in which she did not participate. Now that's frightening!

To answer the second question, we must first establish what a corporation is strictly. A corporation is an artificial legal entity that is separate from its owner / shareholders in the eyes of the law. The wealthy learned that there are at least three major advantages that make the corporation an essential component of your business structure.

1. Asset Protection.

The single most important benefit of the corporation is protection it affords for your personal assets.

The corporation is created when you file appropriate documents – "Articles of Incorporation" in the United States – to the appropriate state legal authorities. A corporation can not be formed through some private agreement between the parties who elect to form it. It can only come into being by the state in which it is formed creating it, and it has the rights and obligations established by the laws of that state.

Most important here is the notification of the corporate veil – this is the shield that separates your business assets and activities from the private person and assets of the owner / shareholder (s). Because the corporation is a separate legal person, if you are a consultant or translator, for example – or own a small store – and someone claims that that they have suffered injury from your business (say, from a poor translation or a slip on your wet floor), and files a lawsuit, only the assets of your business are in jeopardy. The claimant can not touch your personal residence or your automobile if these are owned by you and not your corporation.

There are significant differences among individual states and the degree of protection that they affords to the corporate veil. In California, for instance, there are a number of occasions – too many for comfort – in which the corporate veil has been pierced, so allowing financial predators to seize the personal assets of an entrepreneur. This is almost never happened in Nevada, making it the state of choice for entrepreneurs seeking asset protection.

We will be devoting a separate article to the Nevada corporation in depth in a future issue of this eNewsletter. It is important to note for now that an additional benefit of the Nevada corporation for many is that Nevada has no state income tax. If you use a Nevada corporation to conduct business in your own home state outside Nevada (such as California, our own home state), you may still be subject to state income tax. Because of the superior asset protection afforded by the Nevada corporation, however, it may still be worth while for you to establish a Nevada corporation. Large numbers of entrepreneurs from other countries as well as other states establish Nevada corporations for precisely this reason.

2. The S Corporation versus the Corporation: Know What is Right for You

The issue of the personal service corporation only comes up with respect to the C corporation. The other type of corporation is an S corporation, which, like the limited liability company and the limited partnership is a pass-through entity. That is to say that the corporation is itself not taxed as an entity – instead of the net income passes through to the shareholders (such as a husband and wife), and is taxed on the individual tax returns of the shareholders / owners.

There are situations in which establishing an S corporation would be preferred to using a C Corporation. If you have significant income from a job, for example, and you anticipate significant losses in early years and you do not expect that your business will earn over $ 150,000, an S corporation will be your best choice. However, there are limits on who can be members of an S corporation, and there are limits on employee benefits in an S corporation.

A sophisticated business structure will probably make use of both the C and the S corporation. On the other hand, because of the nature of corporations, you will never want to use either type of corporation to hold real estate. Instead you will want to use a limited liability company or a limited partnership. However, if you are a real estate investor, there may still be room for an S- or C-Corporation in your overall business structure. For example, a corporation could have used to manage your properties held in another entity.

Or – and this is a strategy that could be used for conducting various types of business-the corporation could be part of another business entity. For example, if you wish to operate a limited partnership, you will need to have a general partner. But the general partner is liable for all decisions made and all liability resulting therefrom – the general partner, in short, has unlimited liability. Thus, an intelligent option is to use an S- or C-corporation to be the general partner. This way you have a general partner with the limited liability associated with the corporation.

Regardless of where you establish your corporation, you will need to make sure that you observe appropriate formalities – otherwise your corporate veil can be pierced very easily, thereby defeating the entire purpose of setting it up. Even if you have an accountant who handles your bookkeeping and tax returns, it remains your responsibility to insure that you are doing this correctly.

This involves holding regular meetings and maintaining minutes in your record book, issuing stock certificates, and other formalities.

The Personal Service Corporation

A final issue that may arise, particularly for independent consultants, translators, and other professionals, concerns the "Personal Service Corporation." There are two separate categories of professionals who may be affected by this problem: Those, such as attorneys, accountants, psychologists, and health care professionals, who are required by their state laws to incorporated as professional corporations. These corporations are automatically classified by the IRS as personal service corporations.

In addition, the IRS has broadened the definition of "personal service" to include any work, such as translation or consulting, that is personally rendered by the owner / shareholder. This is of particular concern if you are operating on your own as an individual or as a couple. If 95% or more of your earnings come from work in that personal service activity, the corporation becomes qualified as a personal service corporation.

The reason that this is of concern is that a personal service corporation incorporated as a C corporation is subject to a flat 35 percent tax rate and to a lower ceiling ($ 150,000) for application of the accrued earnings tax (normally $ 250,000). However, this is not an insurmountable obstacle to enjoying the benefits of incorporating:

1. First, the other advantages of incorporating still render the C corporation preferred to operating using another structure, such as the sole proprietor. It may be especially attractive if otherwise a high audience couple may be subject to a higher tax bracket.

2. Secondly, it is possible to structure your activities so that more than 5% of the activity is derived from work that falls outside the scope of personal services rendered by the owner / shareholder. For example, a translator or consultant might have a branch of the business involved in network marketing – as a medical professional may have a health food store or other income producing activity – so that the corporation is no longer qualified as a personal service corporation .

As you can see, the corporation is an extremely valuable tool, one that the wealthy have used extremely effectively. If you are operating as an independent entrepreneur and are not using a corporation or the popular alternative of the limited liability company, you are most likely handicapping yourself, limiting your profitability and paying excess taxes. With the resources that we have available today, especially over the internet, there is no reason that the average individual can not easily begin to take advantage of this valuable tool. We currently have 3 entities that we formed ourselves and that cost us just the cost of the various resources that we purchased plus the filing fees required by the State of California and postage to get these set up. And we have made sure to obtain the proper forms through the sources we list on our Resources page so that we can maintain the legality of these entities.

"Can not I wait and start out as a sole proprietor or partner and incorporated later?" we are often asked.

Certainly, if you do not mind exposing all your personal assets to risk, paying higher taxes, and finding yourself more likely to be subject to an IRS audit. Some people prefer to do things the hard way – but, armed with the right information and resources, there's no reason why you should have to.

Even if you decide to allow a tax attorney to help you with the formalities, it is better to do so armed with the knowledge you need to judge whatever the recommendations she makes are in fact in your best interest.

At the very least, you'll know enough to head immediately for the near exit if any "expert" you consult tells you that you "do not need" to establish a legal entity to run your business.